Common use of Assigned Contracts Clause in Contracts

Assigned Contracts. With respect to the Assigned Contracts, except as set forth on Schedule 3.11, (i) except as a result of, or arising in connection with, the filing of the Bankruptcy Cases, no event has occurred that (with due notice or lapse of time or both) would constitute a default or a violation of any such Assigned Contract or would cause the acceleration of any obligation of any member of the Seller Group under any Assigned Contract, or, to the Seller’s Knowledge, any other party thereto, other than defaults that have been cured or waived in writing or would not reasonably be expected to be material to the Business, (ii) each Assigned Contract is a legal, valid and binding obligation of the applicable member of the Seller Group and, to the Seller’s Knowledge, each other party thereto, and is in full force and effect (except to the extent subject to, and limited by, the Enforceability Exceptions), (iii) to the Seller’s Knowledge, no other party to any Assigned Contract is (with or without the lapse of time or the giving of notice, or both) in material breach of or in material default under any Assigned Contract and (iv) no party has provided or received any written notice of any termination of any Assigned Contract or, to Seller’s Knowledge, any written notice of any intention to terminate any Assigned Contract. Complete and correct copies of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) that are in Seller’s possession have been made available to Purchaser. To Seller’s Knowledge, there are no material disputes pending or threatened in writing under any Assigned Contract.

Assigned Contracts. With respect to the Potential Assigned Contracts, except as set forth on Schedule 3.113.7 and except for any payment defaults by the Sellers, (i) as of the Petition Date, except as a result of, or arising in connection with, the filing of the Bankruptcy Cases, no the Sellers have not received any written notice of any default or event has occurred that (with due notice or lapse of time or both) would constitute a default or a violation of any such Assigned Contract or would cause by the acceleration of any obligation of any member of the Seller Group Sellers under any Potential Assigned Contract, or, to the Seller’s Knowledge, any other party thereto, other than defaults that have been cured or waived in writing or would not reasonably be expected to be material to the Business, (ii) each Potential Assigned Contract is a legal, valid and binding obligation of the applicable member of the Seller Group and, to the Seller’s Knowledge, each other party thereto, Sellers and is in full force and effect (except to the extent subject to, and limited by, the Enforceability Exceptions), and (iii) to the Seller’s Knowledge, no other party to any Potential Assigned Contract is (with or without the lapse of time or the giving of notice, or both) in material breach of or in material default under any Potential Assigned Contract Contract, and (iv) to Seller’s Knowledge, no party event has provided occurred or received any written notice not occurred, and no condition exists, as a result of the action or inaction of the Sellers or the action or inaction of any termination third party which, with the passage of time or the giving of notice, or both, will, or would reasonably be expected to, (A) constitute a material default under or a material violation of any Potential Assigned Contract Contract, (B) cause the acceleration of any obligation of the Sellers or, to Seller’s Knowledge, any written notice other party thereto or the creation of a Lien upon any intention Transferred Asset or (C) give any Person the right to cancel, terminate or modify any Potential Assigned Contract. Complete The Sellers have made available to Purchaser true, correct and correct complete copies of each of the Potential Assigned Contract (including Contracts listed on Schedule 3.7, together with all modifications, amendments, and supplements thereto and waivers thereunder) that are in Seller’s possession have been made available to Purchaser. To Seller’s Knowledge, there are no material disputes pending or threatened in writing under any Assigned Contractamendments thereto.

Assigned Contracts. With respect a. Schedule 5.6(a) describes each Contract included in the Acquired Assets and being assigned to and assumed by Buyer (the “Assigned Contracts, except as set forth on Schedule 3.11, (i) except as a result of, or arising in connection with, the filing of the Bankruptcy Cases, no event has occurred that (with due notice or lapse of time or both) would constitute a default or a violation of any such Assigned Contract or would cause the acceleration of any obligation of any member of the Seller Group under any Assigned Contract, or, to the Seller’s Knowledge, any other party thereto, other than defaults that have been cured or waived in writing or would not reasonably be expected to be material to the Business, (ii) each ”). Each Assigned Contract is a legal, valid and binding obligation of the applicable member of the on Seller Group and, to the Seller’s Knowledge, each other party thereto, in accordance with its terms and is in full force and effect (except to the extent subject to, and limited by, the Enforceability Exceptions), (iii) to the Seller’s Knowledge, no other party to any Assigned Contract is (with or without the lapse effect. None of time or the giving of notice, or both) in material breach of or in material default under any Assigned Contract and (iv) no party has provided or received any written notice of any termination of any Assigned Contract Seller or, to Seller’s Knowledge, any written other party thereto is in material breach of or default under (or is alleged to be in material breach of or default under), or has provided or received any notice of any intention to terminate terminate, any Assigned Contract. No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. Complete and correct copies of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) that are in Seller’s possession have been made available to PurchaserBuyer. To Seller’s Knowledge, there are no material disputes pending or threatened in writing under any Assigned Contract. To Seller’s Knowledge, Seller has not received any notice or other communication (in writing or otherwise), nor has it received any other information, indicating that any party to an Assigned Contract may cease dealing with Seller, or may otherwise reduce the volume of business transacted by such Person with Seller, below historical levels. b. Schedule 5.6(b) sets forth a true, accurate and complete list of each of the Contracts (i) to which the Seller is a party or by which the Seller is obligated, (ii) that is listed on Schedule 5.6(a) and (iii) has generated annual revenues greater than five percent (5%) of the aggregate revenue generated by all of the Assigned Contracts for fiscal year 2015 (the “Material Contracts”).

Assigned Contracts. With respect Except for (i) the Excluded Contracts, (ii) commercial off-the-shelf software licenses valued at less than $250,000 annually and (iii) Contracts provided in the Data Room as of December 11, 2015, neither the Seller nor any of its Subsidiaries is a party to or bound by any Contract required for, related to, or used in connection with the Business, the Purchased Assets or the Assumed Liabilities other than the Assigned Contracts. The Seller has made available to the Buyer a true, except correct and complete copy of each written Assigned Contract. Schedule 3.10 sets forth a true, correct and complete description of the material terms of each unwritten Contract related to the Business, the Purchased Assets or the Assumed Liabilities. Except as set forth on Schedule 3.113.10, (i) except as a result of, or arising in connection with, the filing of the Bankruptcy Cases, no event has occurred that (with due notice or lapse of time or both) would constitute a default or a violation of any such Assigned Contract or would cause the acceleration of any obligation of any member of the Seller Group under any Assigned Contract, or, to the Seller’s Knowledge, any other party thereto, other than defaults that have been cured or waived in writing or would not reasonably be expected to be material to the Business, (ii) each Assigned Contract is a legal(i) valid, valid binding, in full force and binding obligation of the applicable member of effect, and enforceable by the Seller Group or its Subsidiaries against the parties thereto in accordance with its terms, except as such enforceability may be limited by the General Enforceability Exceptions, and, to the Seller’s Knowledge, each is not subject to any material claims, charges, set-offs or defenses, (ii) neither the Seller nor any of its Subsidiaries is in material breach or material default under any of the Assigned Contracts, nor has any event occurred which with the giving of notice or the passage of time (or both) would constitute a violation, breach, or event of default or alleged violation or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder by the Seller or any of its Subsidiaries, or, to the Knowledge of the Seller, any other party thereto, and is in full force and effect (except to the extent subject to, and limited by, the Enforceability Exceptions), or (iii) to neither the Seller’s Knowledge, no other party to Seller nor any of its Subsidiaries has waived any material rights under any of the Assigned Contract is (with or without the lapse of time or the giving of noticeContracts, or both) in modified any material breach of or in material default under any Assigned Contract and (iv) terms thereof. There are no party has provided or received any written notice of any termination of any Assigned Contract disputes pending or, to the Knowledge of the Seller’s Knowledge, any written notice of any intention to terminate any Assigned Contract. Complete and correct copies of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) that are in Seller’s possession have been made available to Purchaser. To Seller’s Knowledge, there are no material disputes pending or threatened in writing under any Assigned Contract.

Assigned Contracts. With respect (a) Schedule 4.6(a) to the Seller Disclosure Letter sets forth a list of all material Contracts relating to the Products as of the date hereof, excluding, for clarity, Contracts relating to the operation of Sellers’ businesses generally. Correct and complete copies of each such Contract, including each Assigned ContractsContract, have been made available to Buyer or its Representatives, including all amendments and modifications and side agreements relating thereto, except as set forth on Schedule 3.11, (i) except as a result of, or arising in connection with, to the filing of the Bankruptcy Cases, no event has occurred that (with due notice or lapse of time or both) would constitute a default or a violation of extent any such Assigned Contract has been redacted to (A) enable compliance with Laws relating to antitrust or would cause the acceleration safeguarding of any obligation of any member of the Seller Group under any Assigned Contract, or, data privacy or (B) comply with confidentiality obligations owed to the Seller’s Knowledge, any other party thereto, other than defaults that have been cured Third Parties or waived in writing or would not reasonably be expected to be material to the Business, (ii) each as indicated on Schedule 4.6(a) to the Seller Disclosure Letter. (i) Each of the Assigned Contract is Contracts represents a legal, valid and binding obligation of the applicable member one or more of the Seller Group Sellers or their respective Affiliates party thereto and, to the Seller’s Sellers’ Knowledge, each other party thereto, and is enforceable against each such Seller or Affiliate and, to Sellers’ Knowledge, each other party thereto, in accordance with its terms, and is in full force and effect (except effect, subject to the extent subject to, and limited by, the Enforceability Exceptions), and (iiiii) to the Seller’s Knowledge, no other party to any Assigned Contract is (with or without the lapse of time or the giving of notice, or both) , none of Sellers or any of their respective Affiliates or, to Sellers’ Knowledge, any other party thereto is in material breach of or in material default under any Assigned Contract and (iv) no party under, or since January 1, 2019, has provided or received any written notice of any termination of any Assigned Contract or, intention to Seller’s Knowledgeterminate, any written notice of the Assigned Contracts, or has committed or failed to perform any intention to terminate any Assigned Contract. Complete and correct copies act which, with or without notice, lapse of each Assigned Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) that are in Seller’s possession have been made available to Purchaser. To Seller’s Knowledge, there are no time or both would constitute a material disputes pending breach of or threatened in writing material default under any of the Assigned ContractContracts.

Assigned Contracts. With respect (a) Section 2.1 to the Transferor Disclosure Letter sets forth a list of all of the contracts related to the Acquired Assets, including the Product Candidates and the Programs, that are to be assigned to the Acquirer at the Closing (the "Assigned Contracts"). All the Assigned Contracts are valid, except as set forth on Schedule 3.11, (i) except as a result of, or arising binding and enforceable in connection with, accordance with their terms by and against the filing of the Bankruptcy Cases, no event has occurred that (with due notice or lapse of time or both) would constitute a default or a violation of any such Assigned Contract or would cause the acceleration of any obligation of any member of the Seller Group under any Assigned Contract, or, to the Seller’s Knowledge, any other party thereto, other than defaults that have been cured or waived in writing or would not reasonably be expected to be material to the Business, (ii) each Assigned Contract is a legal, valid and binding obligation of the applicable member of the Seller Group Transferor and, to the Seller’s Knowledgeknowledge of the Transferor, each other party thereto, and is are in full force and effect effect. Except as set forth in Section 6.6 of the Transferor Disclosure Letter, the Transferor has performed in all material respects all obligations imposed on it thereunder. To the knowledge of the Transferor, and except as set forth in Section 6.6 of the Transferor Disclosure Letter, would not reasonably be expected to have a Material Adverse Effect, no event has occurred, and no circumstance or condition exists, that would (with or without notice or lapse of time) (i) constitute a default by the Transferor or, to the knowledge of the Transferor, any other party thereto, under the Assigned Contracts; (ii) result in a violation or breach of any of the provisions of the Assigned Contracts; (iii) give any Person the right to declare a default or exercise any remedy for default under the Assigned Contracts; or (iv) give any Third Party the right to cancel, terminate or modify any of the Assigned Contracts (except to the extent subject toany such Assigned Contract is by its terms terminable, cancelable or modifiable by such Third Party upon prior notice or after the expiration of a specified term). Since April 18, 2002, the Transferor has not received any written notice of any actual or alleged violation, breach or default by Transferor under any of the Assigned Contracts that has not been cured as of the Execution Date. As of the date of this Agreement, the Transferor is not directly and actively engaged in any renegotiation of any amounts paid or payable to the Transferor under any of the Assigned Contracts or any other material term or material provision of any of the Assigned Contracts. True and complete copies of each Assigned Contract have been delivered to the Acquirer by the Transferor, and limited by, there is no legally enforceable agreement (written or oral) between any Transferor and the Enforceability Exceptions), (iii) to the Seller’s Knowledge, no other party to any Assigned Contract is (with that amends or without modifies the lapse of time or the giving of notice, or both) in material breach of or in material default under any Assigned Contract and (iv) no party has provided or received any written notice of any termination terms of any Assigned Contract or, (except for the Required Consents that have not been delivered to Seller’s Knowledge, any written notice Acquirer). Section 6.6 to the Transferor Disclosure Letter sets forth a list of all Assigned Contracts that require the consent or waiver of any intention party to terminate any Assigned Contract. Complete and correct copies of each such Assigned Contract as a result of the transactions contemplated hereby, except where the failure to obtain such consent or waiver would not have a Material Adverse Effect (including all modificationsthe "Required Consents"). (b) The Transferor is not a party to any contract containing non-competition clauses, amendments, and supplements thereto and waivers thereunder) restrictive covenants or similar provisions that are would limit the Acquirer's ability after the Closing to engage in Seller’s possession have been made available any line of business in any geographic area or to Purchaser. To Seller’s Knowledge, there are no material disputes pending or threatened in writing under compete against any Assigned ContractPerson.

Assigned Contracts. With respect (a) Section 2.1 to the Transferor Disclosure Letter sets forth a list of all of the contracts related to the Acquired Assets, including the Product Candidates and the Programs, that are to be assigned to the Acquirer at the Closing (the “Assigned Contracts”). All the Assigned Contracts are valid, except as set forth on Schedule 3.11, (i) except as a result of, or arising binding and enforceable in connection with, accordance with their terms by and against the filing of the Bankruptcy Cases, no event has occurred that (with due notice or lapse of time or both) would constitute a default or a violation of any such Assigned Contract or would cause the acceleration of any obligation of any member of the Seller Group under any Assigned Contract, or, to the Seller’s Knowledge, any other party thereto, other than defaults that have been cured or waived in writing or would not reasonably be expected to be material to the Business, (ii) each Assigned Contract is a legal, valid and binding obligation of the applicable member of the Seller Group Transferor and, to the Seller’s Knowledgeknowledge of the Transferor, each other party thereto, and is are in full force and effect effect. Except as set forth in Section 6.6 of the Transferor Disclosure Letter, the Transferor has performed in all material respects all obligations imposed on it thereunder. To the knowledge of the Transferor, and except as set forth in Section 6.6 of the Transferor Disclosure Letter, would not reasonably be expected to have a Material Adverse Effect, no event has occurred, and no circumstance or condition exists, that would (with or without notice or lapse of time) (i) constitute a default by the Transferor or, to the knowledge of the Transferor , any other party thereto, under the Assigned Contracts; (ii) result in a violation or breach of any of the provisions of the Assigned Contracts; (iii) give any Person the right to declare a default or exercise any remedy for default under the Assigned Contracts; or (iv) give any Third Party the right to cancel, terminate or modify any of the Assigned Contracts (except to the extent subject toany such Assigned Contract is by its terms terminable, cancelable or modifiable by such Third Party upon prior notice or after the expiration of a specified term). Since April 18, 2002, the Transferor has not received any written notice of any actual or alleged violation, breach or default by Transferor under any of the Assigned Contracts that has not been cured as of the Execution Date. As of the date of this Agreement, the Transferor is not directly and actively engaged in any renegotiation of any amounts paid or payable to the Transferor under any of the Assigned Contracts or any other material term or material provision of any of the Assigned Contracts. True and complete copies of each Assigned Contract have been delivered to the Acquirer by the Transferor, and limited by, there is no legally enforceable agreement (written or oral) between any Transferor and the Enforceability Exceptions), (iii) to the Seller’s Knowledge, no other party to any Assigned Contract is (with that amends or without modifies the lapse of time or the giving of notice, or both) in material breach of or in material default under any Assigned Contract and (iv) no party has provided or received any written notice of any termination terms of any Assigned Contract or, (except for the Required Consents that have not been delivered to Seller’s Knowledge, any written notice Acquirer). Section 6.6 to the Transferor Disclosure Letter sets forth a list of all Assigned Contracts that require the consent or waiver of any intention party to terminate any Assigned Contract. Complete and correct copies of each such Assigned Contract as a result of the transactions contemplated hereby, except where the failure to obtain such consent or waiver would not have a Material Adverse Effect (including all modificationsthe “Required Consents”). (b) The Transferor is not a party to any contract containing non-competition clauses, amendments, and supplements thereto and waivers thereunder) restrictive covenants or similar provisions that are would limit the Acquirer’s ability after the Closing to engage in Seller’s possession have been made available any line of business in any geographic area or to Purchaser. To Seller’s Knowledge, there are no material disputes pending or threatened in writing under compete against any Assigned ContractPerson.